UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
------------------------
IMPACT SYSTEMS, INC.
(Name of Subject Company)
VOITH SULZER ACQUISITION CORP.
VOITH SULZER PAPER TECHNOLOGY
NORTH AMERICA INC.
J.M. VOITH A.G.
(Bidders)
------------------------
Common Stock, without par value
(Title of Class of Securities)
452913 10 6
(CUSIP Number of Class of Securities)
------------------------
Paul Bouthilet, Vice President, Treasurer and Secretary
Voith Sulzer Acquisition Corp.
c/o Voith Sulzer Paper Technology North America Inc.
2200 N. Roemer Road
Appleton, Wisconsin 54911
Telephone: (920) 731-7724
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
------------------------
Copy to:
Ralf R. Boer
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400
January 21, 1998
<PAGE>
CUSIP No. 452913 10 6
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
J.M. Voith AG
I.R.S. No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [_]
(b) [X]
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
[_]
6. Citizenship or Place of Organization:
The Federal Republic of Germany
7. Aggregate Amount Beneficially Owned by each Reporting Person
10,149,813*
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
[_]
9. Percent of Class Represented by Amount in Row (7)
93.4%*
10. Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No. 452913 10 6
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Voith Sulzer Paper Technology of North America Inc.
I.R.S. No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [_]
(b) [X]
3. SEC Use Only
4. Sources of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
[_]
6. Citizenship or Place of Organization:
Delaware
7. Aggregate Amount Beneficially Owned by each Reporting Person
10,149,813*
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
[_]
9. Percent of Class Represented by Amount in Row (7)
93.4%*
10. Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No. 452913 10 6
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Voith Sulzer Acquisition Corp.
I.R.S. No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [_]
(b) [X]
3. SEC Use Only
4. Sources of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
[_]
6. Citizenship or Place of Organization:
California
7. Aggregate Amount Beneficially Owned by each Reporting Person
10,149,813*
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
[_]
9. Percent of Class Represented by Amount in Row (7)
93.4%*
10. Type of Reporting Person (See Instructions)
CO
______________________
* Excludes shares that may be issuable under the Stock Option Agreement,
dated as of December 11, 1997, by and among Voith Sulzer Acquisition
Corp., Voith Sulzer Paper Technology North America Inc. and Impact
Systems, Inc.
<PAGE>
This Amendment No. 2, the final amendment, amends the joint
Schedule 14D-1 Tender Offer Statement and Schedule 13D Statement (as
amended, the "Schedule 14D-1") relating to the offer by Voith Sulzer
Acquisition Corp., a California corporation (the "Purchaser") and a wholly
owned subsidiary of Voith Sulzer Paper Technology North America Inc., a
Delaware corporation (the "Parent"), to purchase all outstanding shares of
common stock, without par value, of Impact Systems, Inc., a California
corporation (the "Company"), at a price of $2.75 per share net to the
seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated December 18, 1997
(as amended, the "Offer to Purchase"), and in the related Letter of
Transmittal. Parent is a subsidiary of J. M. Voith AG, a corporation
organized under the laws of the Federal Republic of Germany ("Voith").
Capitalized terms used but not otherwise defined herein shall have their
meanings assigned in the Schedule 14D-1
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 of the Schedule 14D-1 and in
the Offer to Purchase are hereby amended as follows:
At 12:00 midnight, New York City time, on Tuesday, January 20,
1998 the Offer expired. Based on a preliminary count, 10,149,813 shares
were tendered pursuant to the Offer, of which 60,574 shares were tendered
pursuant to notices of guaranteed delivery. Effective as of 12:01 a.m. on
January 21, 1998, all Shares validly tendered and not withdrawn prior to
the expiration of the Offer were accepted for payment. The acceptance of
such tendered Shares resulted in Parent and its subsidiaries owning
approximately 93.4% of the outstanding Shares. A copy of the press
release announcing the expiration of the Offer and the acceptance for
payment of validly tendered Shares is attached hereto as Exhibit (a)(9)
and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following exhibit:
(a)(9) Press Release issued by Parent on January 21, 1997.
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 21, 1998
VOITH SULZER ACQUISITION CORP.
By: /s/ Paul Bouthilet
Title: Vice President, Treasurer and
Secretary
VOITH SULZER PAPER TECHNOLOGY NORTH
AMERICA INC.
By: /s/ Paul Bouthilet
Title: Chief Financial Officer and Secretary
J.M. VOITH A.G.
By: /s/ Hans Muller
Title: Member of Corporate Management Board
FOR IMMEDIATE RELEASE
Contact: Paul M. Bouthilet
Chief Financial Officer
Voith Sulzer Paper Technology
North America Inc.
2200 N. Roemer Road
Appleton, Wisconsin 54911
(920) 731-7724
~ PRESS RELEASE ~
VOITH SULZER ACQUIRES 93% OF IMPACT SYSTEMS, INC.
IN CASH TENDER OFFER
APPLETON, WISCONSIN, January 21, 1998. Voith Sulzer Paper Technology
North America Inc. today announced that its wholly owned subsidiary, Voith
Sulzer Acquisition Corp., has accepted for payment and made arrangements
to pay for approximately 93% of the outstanding shares of common stock of
Impact Systems, Inc. (OTC: MPAC) at a price of $2.75 per share.
Voith Sulzer's tender offer for all of the outstanding shares of
Impact common stock at $2.75 per share expired at midnight, New York City
time, on January 20, 1998. Based on a preliminary count, 10,149,813
shares were tendered (including 60,574 shares tendered by guaranteed
delivery) and have been accepted for payment in accordance with the terms
of the offer.
"With the successful completion of the tender offer, we can begin
to capitalize on our enhanced capability to offer superior and integrated
technology solutions to our customers in the paper industry worldwide,"
said Mr. Hans Muller, CEO of Voith Sulzer. "We are extremely pleased that
this transaction has been highly welcomed by customers, suppliers and the
Impact organization," he added.
As soon as practicable, Voith Sulzer Acquisition Corp. will merge
with and into Impact and each share not previously purchased in the tender
offer (other than shares held by shareholders who exercise their
dissenters' rights) will be converted into the right to receive $2.75 in
cash.
Voith Sulzer Paper Technology North America Inc., a paper
technology company specializing in stock preparation, paper machinery and
finishing, is a subsidiary of Voith Sulzer Papiertechnik GmbH & Co. KG,
which is a leading worldwide supplier of technology and equipment to the
paper industry. Based in Heidenheim, Germany, Voith Sulzer Papiertechnik
GmbH & Co. KG is a majority owned subsidiary of J.M. Voith AG, a privately
held international technology corporation active in the fields of paper
technology, power generation equipment and power transmission.
Impact Systems, Inc. is headquartered in Los Gatos, California and
develops, manufactures, sells and services computer based actuator,
measurement and control systems to reduce variations which occur in the
production of all major types of paper. Impact's products enable paper
manufacturers to improve paper quality, increase production and reduce
waste, energy consumption and raw material cost.
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